[§ 9Presentation PeriodIn the case of Notes represented by Global Notes insert:The presentation period provided in § 801 paragraph 1, sentence 1 BGB (German Civil Code) isreduced to ten years for the Notes.][§ 9Presentation Period, Replacement of Notes[If the Notes are issued with Coupons insert: and Coupons]In the case of Definitive Notes insert:The presentation period provided in § 801 paragraph 1, sentence 1 BGB (German Civil Code) isreduced to ten years for the Notes. [If the Notes are issued with Coupons insert: The presentationperiod for the Coupons shall, in accordance with § 801 paragraph 2 BGB (German Civil Code), be fouryears, beginning with the end of the calendar year in which the relevant Coupon falls due. The rightpursuant to § 804 paragraph 1, sentence 1 BGB in respect of lost or destroyed coupons is excluded(§ 804 paragraph 2 BGB).] Should any Note [if the Notes are issued with Coupons insert: orCoupon] be lost, stolen, mutilated, defaced or destroyed, it may be replaced at the specified office ofthe Fiscal Agent, subject to relevant stock exchange requirements and all applicable laws, uponpayment by the claimant of such costs and expenses as may be incurred in connection therewith andon such terms as to evidence, security and indemnity and otherwise as the Issuer may reasonablyrequire. Mutilated or defaced Notes [if the Notes are issued with Coupons insert: or Coupons] mustbe surrendered before replacements will be issued.]§ 10Acceleration(1) Right of Acceleration. Each Holder shall be entitled to declare his Notes due and demandimmediate redemption thereof at the Early Redemption Amount (as described in § 6[(5)]), togetherwith accrued interest (if any) to the date of repayment, in the event that any of the following events(each, an "Acceleration Event") occurs:(a)(b)(c)(d)(e)the Issuer fails to pay principal or interest within 30 days from the relevant due date, orthe Issuer fails duly to perform any other obligation arising from the Notes [in the case ofNotes issued by Finance: or the Guarantor fails to perform any obligation arising from theGuarantee referred to in § 3] which failure is not capable of remedy or, if such failure iscapable of remedy, such failure continues for more than 60 days after the Fiscal Agent hasreceived notice thereof from a Holder, orany Capital Market Indebtedness (as defined in § 3(1)) of the Issuer [in the case of Notesissued by Finance: or the Guarantor] becomes prematurely repayable as a result of a defaultin respect of the terms thereof, or the Issuer [in the case of Notes issued by Finance: or theGuarantor] fails to fulfil any payment obligation in excess of EUR 25,000,000 or the equivalentthereof under any Capital Market Indebtedness or under any guarantee or suretyship given forany Capital Market Indebtedness of others within 30 days from its due date or, in the case of aguarantee or suretyship, within 30 days after the guarantee or suretyship has been invoked,unless the Issuer, [in the case of Notes issued by Finance: or the Guarantor] shall contestin good faith that such payment obligation exists or is due or that such guarantee or suretyshiphas been validly invoked, or if a security granted therefor is enforced on behalf of or by thecreditor(s) entitled thereto, orthe Issuer [in the case of Notes issued by Finance: or the Guarantor] announces its inabilityto meet its financial obligations or ceases its payments, ora court opens insolvency proceedings against the Issuer [in the case of Notes issued byFinance: or the Guarantor], or the Issuer [in the case of Notes issued by Finance: or theGuarantor] applies for or institutes such proceedings or offers or makes an arrangement forthe benefit of its creditors generally, or [in the case of Notes issued by Finance: the Issuerapplies for a "surseance van betaling" (within the meaning of the Statute of Bankruptcy of TheNetherlands), or]144
(f)(g)the Issuer [in the case of Notes issued by Finance: or the Guarantor] goes into liquidationunless this is done in connection with a merger, or other form of combination with anothercompany and such company assumes all obligations contracted by the Issuer [in the case ofNotes issued by Finance: or the Guarantor], as the case may be, in connection with thisissue, orany governmental order, decree or enactment shall be made in or by [in the case of Notesissued by Finance: The Netherlands or] Germany whereby the Issuer [in the case of Notesissued by Finance: or the Guarantor] is prevented from observing and performing in full itsobligations as set forth in these Conditions [in the case of Notes issued by Finance: and inthe Guarantee, respectively,] and this situation is not cured within 90 days [.] [, or]in the case of Notes issued by Finance:[(h)the Guarantee ceases to be valid and legally binding for any reason whatsoever.]The right to declare Notes due shall terminate if the situation giving rise to it has been cured before theright is exercised.(2) Quorum. In the events specified in § 10 subparagraph (1)(b) or subparagraph (1)(c), any noticedeclaring Notes due shall, unless at the time such notice is received any of the events specified in§ 10 subparagraph (1)(a), (1)(d), (1)(e), (1)(f) [,] [or] (1)(g) [or (1)(h)] entitling Holders to declare theirNotes due has occurred, become effective only when the Fiscal Agent has received such notices fromthe Holders of at least one-tenth in aggregate principal amount of Notes then outstanding.(3) Form of Notice. Any notice, including any notice declaring Notes due, in accordance withsubparagraph (1) shall be made by means of a written declaration delivered by hand or registered mailto the specified office of the Fiscal Agent.§ 11Substitution(1) Substitution. The Issuer may, without the consent of the Holders, if no payment of principal of orinterest on any of the Notes is in default, at any time substitute for the Issuer [in the case of Notesissued by Finance: either the Guarantor or] any Subsidiary (as defined below) [in the case of Notesissued by Deutsche Telekom: of it] [in the case of Notes issued by Finance: of the Guarantor] asprincipal debtor in respect of all obligations arising from or in connection with this issue (the"Substitute Debtor") provided that:(a)(b)(c)(d)the Substitute Debtor assumes all obligations of the Issuer in respect of the Notes [and theCoupons] [and the Receipts];the Substitute Debtor has obtained all necessary authorisations and may transfer to the FiscalAgent in the Specified Currency and without being obligated to deduct or withhold any taxesor other duties of whatever nature levied by the country in which the Substitute Debtor has itsdomicile or tax residence, all amounts required for the fulfilment of the payment obligationsarising under the Notes [and Coupons] [and Receipts];[in the case of Notes issued by Deutsche Telekom: the Issuer] [in the case of Notesissued by Finance: the Guarantor if it is not itself the Substitute Debtor] irrevocably andunconditionally guarantees in favour of each Holder the payment of all sums payable by theSubstitute Debtor in respect of the Notes [in the case of Notes issued by Finance:, suchguarantee being substantially in the form of the Guarantee] [in the case of Notes issued byDeutsche Telekom: and such guarantee contains a covenant by the guarantor correspondingto the provisions in § 3].there shall have been delivered to the Fiscal Agent an opinion or opinions of lawyers ofrecognised standing to the effect that subparagraphs (a), (b) and (c) above have beensatisfied.For purposes of these Conditions "Subsidiary" shall mean any corporation or partnership in whichDeutsche Telekom directly or indirectly in the aggregate holds not less than 90% of the capital of anyclass or of the voting rights.145
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Debt Issuance Programme ProspectusD
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Responsibility StatementDeutsche Te
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to form and content, and all rights
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Maturities:Form of Notes:Fixed Rate
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Summary in respect of Risk FactorsR
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Notes may not be a suitable investm
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Internationalisation and Sustainabi
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German Translation of the SummaryDi
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Besteuerung:Vorzeitige Rückzahlung
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Zusammenfassung der RisikofaktorenZ
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Zusammenfassung der Risikofaktoren
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Unternehmen aus diesem Grund zusamm
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Risk FactorsProspective investors s
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markets. These developments could,
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consumer regulation at the federal
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Existing mobile substitution effect
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exacerbated by the global economic
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are subject to several individual l
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While Deutsche Telekom believes tha
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exposed to the risk of an unfavoura
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principal under such Notes may even
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Statement of cash flows (page 9 in
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otherwise agreed between the Issuer
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DESCRIPTION OF BUSINESSGroup Organi
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In February 2011, T-Mobile Czech Re
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2010. The demand for ever-faster da
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Special Requirements Applicable to
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Local Loop AccessDeutsche Telekom h
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Incumbent network operators are obl
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(e.g., avoid disclosure or blocking
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PTC as Deutsche Telekom clarified t
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combinations of businesses where De
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For more information on the effects
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• Other operating expenses increa
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345Includes expense relating to a c
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investment levels to remain approxi
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products and technologies, these in
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Reconciliation of Net Debt31 Dec. 2
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Deutsche Telekom's cash outflows fo
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1In addition to the fixed-network l
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Development of Operations2011 2010
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to upgrade its mobile network, prov
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Czech Republic. Deutsche Telekom ha
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decrease mobile termination rates,
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The decrease in adjusted EBITDA in
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Commissions 29ProvisionenManagement
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Die Emittentin hat die Informatione
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Payment of the flat income tax will
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Kingdom of the Netherlands.Where th
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ResidentsAccording to the law of 23
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(c)account or benefit of, U.S. pers
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4. United KingdomEach Dealer has re
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Names and AdressesIssuersDeutsche T
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2010 2010PricewaterhouseCoopers Akt